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Full Text of Decision

MTA Pet

42346 SERVICE DATE –
MAY 4, 2012

EB

SURFACE
TRANSPORTATION BOARD

DECISION

Docket No. MCF 21043

ACADEMY EXPRESS,
L.L.C.—AQUISITION OF THE PROPERTIES OF ENTERTAINMENT TOURS, INC.

Digest:[1]
The Board is directing motor carrier Academy Express, L.L.C. to supplement its
application to acquire the properties of another motor carrier.

Decided: May 2, 2012

On April 5, 2012, Academy
Express, L.L.C. (Academy), a motor carrier of passengers, filed an application
under 49 U.S.C. § 14303 to acquire the properties of Entertainment
Tours, Inc. (Entertainment), also a motor carrier of passengers. As a result
of this proposed transaction, Academy states that it will acquire the
equipment, customer list, and goodwill of Entertainment, as well as Entertainment’s
authority to render motor carrier operations in Massachusetts, Connecticut, and
New Hampshire.

Pursuant to 49 U.S.C. § 14303
and the corresponding regulations at 49 C.F.R. Part 1182, Board
authorization is required for the proposed transaction described above. Applicants
are required to file an application that includes, among other things, a
description of the proposed transaction; identification of any motor passenger
carriers affiliated with the parties, a brief description of their operations,
and a summary of the intercorporate structure of the corporate family from top
to bottom; and information to demonstrate that the proposed transaction is
consistent with the public interest. See 49 C.F.R. § 1182.2.

In processing an application, the
Board will review it for completeness. If the application is accepted as
complete, a summary is published in the Federal Register within 30 days after
the application is filed. Incomplete applications may be rejected. However,
applicants are given an opportunity to correct minor errors or omissions, in
which case the filing date of the application is deemed to be the date on which
the complete information is filed. See 49 C.F.R. § 1182.4.

Here, the Board finds that,
although the application identifies each of the categories of information
required under 49 C.F.R. § 1182.2, in a number of respects the information
provided is not substantial enough to provide the required notice to the Board
and to the public as to the nature of the proposed transaction. Therefore, additional
information is necessary for Academy’s application to be considered complete. First,
although the application indicates that Entertainment’s stock is being held in
a voting trust, thus suggesting that the transaction will involve Academy’s
acquisition of control of Entertainment through the purchase of its stock, the
application does not describe the transaction as an acquisition of control or a
stock purchase, but only as an acquisition of Entertainment’s
“properties”—specifically, its equipment, customer lists, goodwill, and
“authority to render motorbus operations in Massachusetts, Connecticut and New
Hampshire.” Academy therefore is directed to describe in more detail, in a
separate filing, the nature of the contemplated transaction. Further, Academy is
directed to file supplemental information describing with more particularity the
nature of its and Entertainment’s current operations, including, but not
limited to, identifying the states in which each of the parties primarily operates,
explaining the nature of the “special and charter operations” both parties provide,
and discussing the extent to which those operations are conducted in interstate
commerce. Academy shall also provide similar additional detail regarding the
services that will be provided as a combined entity after the contemplated
transaction, if approved, is consummated. In connection with the requirement
under 49 C.F.R. § 1182.2(a)(7) that the application provide information on
whether the transaction is consistent with the public interest (and
particularly the effect of the proposed transaction on the adequacy of
transportation to the public), Academy shall provide a brief discussion of how
the proposed transaction would affect competitive conditions in the relevant
markets (e.g., whether the transaction would reduce the number of
competitors in those markets).[2]
Finally, it is not clear that the application provides a complete “top to
bottom” description of Academy’s and Entertainment’s corporate families, as
required under 49 U.S.C. § 1182.2(a)(4). Accordingly, to the
extent it does not already do so, the application should be supplemented to
provide such a complete “top to bottom” description.

Academy is directed to supplement
its application as discussed above by May 18, 2012.

This
action will not significantly affect either the quality of the human
environment or the conservation of energy resources.

It
is ordered:

1.Academy is directed to file, by May 18,
2012, supplemental information as described in this decision.

[1]The digest constitutes no
part of the decision of the Board but has been prepared for the convenience of
the reader. It may not be cited to or relied upon as precedent. Policy
Statement on Plain Language Digests in Decisions, EP 696 (STB served
Sept. 2, 2010).